§ 5341. — 5341. (Amended by Stats. 1996, Ch. 589, Sec. 9.)

California § 5341.

• Jurisdiction: California
• Code CORP: Corporations Code - CORP
• Div.: 2.
• Title 1.: DIVISION 2. NONPROFIT CORPORATION LAW
• Part 2.: PART 2. NONPROFIT PUBLIC BENEFIT CORPORATIONS
• Ch. 3.: CHAPTER 3. Members
• Art. 4.: ARTICLE 4. Termination of Memberships

Text

(a)
No member may be expelled or suspended, and no membership or membership rights may be terminated or suspended, except according to procedures satisfying the requirements of this section. An expulsion, termination or suspension not in accord with this section shall be void and without effect.
(b)
Any expulsion, suspension or termination must be done in good faith and in a fair and reasonable manner. Any procedure which conforms to the requirements of subdivision (c) is fair and reasonable, but a court may also find other procedures to be fair and reasonable when the full circumstances of the suspension, termination, or expulsion are considered.
(c)
A procedure is fair and reasonable when:
(1)
The provisions of the procedure have been set forth in the articles or bylaws, or copies of such provisions are sent annually to all the members as required by the articles or bylaws;
(2)
It provides the giving of 15 days prior notice of the expulsion, suspension or termination and the reasons therefor; and
(3)
It provides an opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension or termination by a person or body authorized to decide that the proposed expulsion, termination or suspension not take place.
(d)
Any notice required under this section may be given by any method reasonably calculated to provide actual notice. Any notice given by mail must be given by first-class or registered mail sent to the last address of the member shown on the corporation’s records.
(e)
Any action challenging an expulsion, suspension or termination of membership, including any claim alleging defective notice, must be commenced within one year after the date of the expulsion, suspension or termination. In the event such an action is successful the court may order any relief, including reinstatement, it finds equitable under the circumstances, but no vote of the members or of the board may be set aside solely because a person was at the time of the vote wrongfully excluded by virtue of the challenged expulsion, suspension or termination, unless the court finds further that the wrongful expulsion, suspension or termination was in bad faith and for the purpose, and with the effect, of wrongfully excluding the member from the vote or from the meeting at which the vote took place, so as to affect the outcome of the vote.
(f)
This section governs only the procedures for expulsion, suspension or termination and not the substantive grounds therefor. An expulsion, suspension or termination based upon substantive grounds which violate contractual or other rights of the member or are otherwise unlawful, is not made valid by compliance with this section.
(g)
A member who is expelled or suspended or whose membership is terminated shall be liable for any charges incurred, services or benefits actually rendered, dues, assessments or fees incurred before the expulsion, suspension or termination or arising from contract or otherwise.

Legislative History

Amended by Stats. 1996, Ch. 589, Sec. 9. Effective January 1, 1997.